FINE & DEO s. Condominium Meeting FAQs

Transcription

1 FINE & DEO s Condominium Meeting FAQs

2 TABLE OF CONTENTS Page TERMINOLOGY...1 rental record...1 "owner-occupied unit"...1 owners record...1 proxy...1 instrument appointing proxy...1 BACKGROUND...2 Why is it so important to know so much about meetings?...2 How is a condominium corporation created?...2 Who initially serves as the board of directors?...2 When do unit owners get to vote and choose their board of directors?...2 What happens at that meeting?...2 When must the first annual general meeting be held?...2 When must subsequent annual general meetings be held?...2 What may be discussed at an annual general meeting?...3 PREPARATION...3 What should the Chairperson review or prepare prior to the meeting in order to prepare?...3 NOTICE OF MEETING AND RELATED DOCUMENTS...3 What records should be reviewed in order to prepare the meeting notices?...3 What other important dates should I be aware of before sending out the notice of meeting?...3 AFTER THE MEETING...5 What information should be included in or with the notice of meeting?...5 Is it possible to raise a matter at a meeting if it is not on the agenda?...6 How are required notices given?...6

3 Fine & Deo s Condominium Meeting FAQs Page ii What is proper service if there are more than one unit owner?...7 Other than to unit owners and to mortgagees, to whom must a notice of meeting be given?...7 How does a condominium corporation know who to send notices to?...7 What happens if, for example, a non-resident owner or a mortgagee changes his or her address for service?...7 What happens if a unit is sold or remortgaged shortly before a notice of meeting of owners is to be sent? Who should the condominium corporation send the notice of meeting of owners to?...7 What about other notices i.e. a notice to owners that is not a notice of meeting of owners? Does the same rule apply?...7 What happens if the required notice is not given?...7 How does the condominium corporation prove that notices were properly served?...8 Who can attend a meeting?...8 What documents should be prepared for use at an owners meeting?...8 QUORUM...8 What does quorum mean?...8 What happens if the meeting proceeds without a quorum?...8 What is the quorum for a condominium corporation s meeting?...8 Is it possible to change the quorum?...9 What if such a bylaw already exists?...9 What are some ideas to ensure a quorum?...9 What happens if a quorum disappears?...9 PROXIES...9 Who decides if an instrument appointing a proxy is valid?...9 What are matters that the Chairperson must consider?...9 General Rules Regarding Proxies...10 What is a recorded vote?...10 Can proxies vote where the vote is taken by a show of hands?...10

4 Fine & Deo s Condominium Meeting FAQs Page iii Is a person who is entitled to vote able to demand a recorded vote?...11 Can a unit owner appoint as his proxy, someone who is not a unit owner?...11 Can a unit owner give a general instrument appointing a proxy applicable to all meetings, for example, to be held within a particular calendar year?...11 How does a corporate unit owner or mortgagee attend a meeting and vote?...11 Must an instrument appointing a proxy be in writing?...11 Is it possible to give instructions to a proxy to vote in a particular way?...11 Is it possible to vote for the election or removal of directors by proxy?...11 Are the forms of instruments appointing proxies in the regulations mandatory?...11 Should instruments appointing proxies be destroyed at the end of a meeting?...11 Are unit owners entitled to inspect the instruments appointing proxies after the meeting?...11 Can a unit owner demand copies of the instruments appointing proxies?...12 What happens if a condominium corporation does not permit a unit owner to inspect or copy the instruments appointing proxies?...12 CHAIRPERSON...12 What are some of the duties of the Chairperson...12 What are some practical tips for a Chairperson?...13 PROPER MEETING PHRASEOLOGY FOR THE CHAIRPERSON...14 Stating The Question...14 Putting The Question...14 Stating The Result Of A Vote...14 Moving On...15 Taking Steps At The Meeting Without A Vote...15 Or If There Is Objection...15 Responding To The Floor...15 Dealing With The Unruly Member...15 SPECIAL TYPES OF MEETINGS...16

5 Fine & Deo s Condominium Meeting FAQs Page iv How are special meetings called?...16 VOTING...16 Are mortgagees entitled to vote at a condominium corporation s meeting?...16 What about if the mortgagee intends to exercise the unit owner s right to consent in writing?16 What happens if there are more than one mortgagee with respect to a particular unit and both notify the condominium corporation that they intend to vote or to consent?...16 Can the unit owner vote or consent in writing if the mortgagees elect not to?...16 Can a unit owner lose the right to vote?...17 If I own a dwelling unit, a parking unit and a locker unit, do I get three votes?...17 Are there any qualifications on a unit owner s right to vote at a meeting?...17 My unit has a greater percentage interest. Do I get more votes than my neighbour whose unit has a lower percentage interest?...17 I own a unit with my two sons. They want to vote for the removal of the board of directors and I do not. If voting is on the basis of one vote per unit, what happens to our vote?...17 Why is it important to keep a record of owner-occupied units?...17 Can an owner of an owner-occupied unit vote to elect or to remove members of the board of directors other than the owner-occupied director?...18 Are all unit owners entitled to vote for the removal of an owner occupied director?...18 Is voting on the basis of the majority of all of the units, or the majority of the units represented at a meeting?...18 What are examples of votes that are required to be of a certain percentage of all of the units?...18 MOTIONS...21 Subsidiary Motions...21 Incidental Motions...21 Closing Motions...22 What is the proper procedure for proposing a motion?...22 Seconding...22 Amendments...22

6 Fine & Deo s Condominium Meeting FAQs Page v Point of Order...22 Parliamentary Inquiry...23 Point of Information...23 Question of Privilege...23 Discussion...23 Interrupting Speaker & Discussion...23 ELECTIONS...23 Nomination And Election Of Directors Generally...23 Does a person have to consent to being elected or appointed a director?...24 What happens if the person does not consent, as required, to being a director?...24 MINUTES...24 Scrutineers...24 Procedure For Appointment Of Scrutineers...24 DIRECTORS MEETINGS...25 How does a condominium corporation transact business?...25 What is the quorum for the transaction of business at a board of director s meeting?...25 How is a removed director replaced?...25 How does a vacancy on the board of directors affect the ability of the board of directors to transact business?...25 If there is a vacancy on the board of directors, how is the vacancy filled?...26 What happens if there is a vacancy on the board of directors and there are not enough directors remaining in office to constitute a quorum?...26 What if there is a vacancy which results from an increase in the number of directors? How is that type of vacancy filled?...26 How are directors meetings called?...26 How is notice of a directors meeting to be given?...26 What happens if the notice given doesn t comply with the Act but the director attends the meeting?...26

7 Fine & Deo s Condominium Meeting FAQs Page vi Are directors meetings by conference call legal?...27 What is the procedure at a directors meeting if a director has a conflict of interest?...27 Minutes...27 TRANSFER OF CONTROL BY DECLARANT...27 How is the first board of directors of a condominium corporation formed?...27 What is the size of the first board of directors?...28 For how long is the first board of directors in place?...28 Can the first board of directors transact business by written resolution even if no meeting is held to vote on the resolution?...28 Is the first board of directors required to call and hold a meeting of owners by a certain date?...28 What happens at the first meeting of owners?...28 What if the election of these two directors results in more directors on the board than the declaration allows?...29 How and when must the turnover meeting be called and held?...29 What happens if the turnover meeting is not called?...29 What is the declarant required to turnover to the new board of directors?...29 Who pays for all of these documents and materials?...30 Can the board of directors call a meeting or owners other than the yearly annual general meeting?...31 Can unit owners require a meeting of owners?...31 Are there technical requirements for the form of requisition?...31 What should the board of directors do if it receives a requisition?...31 What if the board of directors does not comply with its obligations regarding the requisition?32 Are there by-laws that can be passed regarding meetings?...32 Do the owners ever have a say in the rules that are passed by the board of directors?...32 What are joint by-laws and joint rules and how are they made?...32 AUDITORS AND FINANCIAL STATEMENTS...33

8 Fine & Deo s Condominium Meeting FAQs Page vii How is a condominium corporation s first auditor appointed?...33 How are subsequent auditor s appointed?...34 How are auditors removed?...34 What is the voting plurality to remove an auditor?...34 Are there any technical requirements that must be followed before an auditor can be removed?...34 Does the auditor have any rights to address the meeting?...34 Are there any technical requirements if an auditor resigns?...35 How are vacancies in the office of auditor filled?...35 Does an auditor have the right to attend a meeting of owners?...35 Can the condominium corporation s auditor be compelled to attend a meeting?...35 If the auditor or former auditor is requested to attend a meeting, is such person entitled to be paid?...35 Is a meeting required for condominium corporations to amalgamate?...35 TERMINATION...36 What is termination?...36 Is a meeting required to terminate a condominium corporation?...36 Under what circumstances can the owners of a condominium corporation vote for termination?...36 SUBSTANTIAL CHANGES...36 Is a meeting required to vote on substantial changes to the common elements or assets of the condominium corporation?...36 What is a substantial addition, alteration, improvement or change to the common elements or assets of the condominium corporation?...36 AMENDING THE DECLARATION...37 Are any meetings required to amend the declaration?...37 Are there any other technical requirements to amend the declaration?...37

9 FOREWORD In this manual, we have attempted to answer some of the most frequently asked questions regarding condominium corporate meetings by compiling the relevant sections of the Condominium Act, 1998, and presenting the content in the form of questions. We have also made use of Wainberg & Nathan s Company Meetings, 5 th Edition, CCH Canadian Limited, and Joyce L. Stephens Guide for the Presiding Officer, 3 rd Edition, published by Frederick publishers, Clearwater, Florida, which we recommend highly as a valuable source of information regarding corporate meeting procedure. Numbers following an answer refer to the relevant section or sections of the Condominium Act, A word of caution - use this book not as the final reference, but rather as a reference tool to guide you to the relevant section of the Condominium Act, Jonathan Fine Mario Deo

10 FINE & DEO S CONDOMINIUM MEETING FAQs TERMINOLOGY rental record is used in this manual to refer to the record a condominium corporation is required to maintain of the notices that it receives from unit owners who lease a unit or renew a lease of a unit. "owner-occupied unit" is a unit of an owner who is entitled to vote in respect of the unit at a meeting to elect or to remove a director where: the unit is used for residential purposes and, the owner has not leased the unit within the 60 days before notice is given for the meeting, as shown by the rental record. owners record is used in this manual to refer to the record of the names and addresses for service that the condominium corporation must maintain of: each owner who has notified the corporation in writing of the owner's name and address for service, and; each mortgagee of a unit who, under the terms of the mortgage, has the right to vote at a meeting of owners in the place of the unit owner or to consent in writing in the place of the unit owner, and has notified the corporation in writing of the right and the mortgagee's name and address for service. proxy means the person appointed to attend a meeting in the place of the votes. instrument appointing proxy means the document which names the proxy and gives the proxy authority to act.

11 Fine & Deo s Condominium Meeting FAQs Page 2 BACKGROUND Why is it so important to know so much about meetings? Because as a general rule, anything that the Condominium Act, 1998 requires to be approved by a vote of any of the owners must be approved only at a meeting of owners duly called for that purpose - 45(1). How is a condominium corporation created? It is created upon registration of the declaration and the description by the declarant (the developer) - 2(3). Who initially serves as the board of directors? Typically, representatives of the developer comprise the initial board of directors, although anyone the developer chooses may be appointed. When do unit owners get to vote and choose their board of directors? Unit owners vote and elect their representative directors at the turnover meeting. The declarant is required to conduct the turnover meeting within 21 days after the declarant ceases to be the registered owner of the majority of the units in the condominium - 43(1). If the declarant does not call the turnover meeting within the required time frame, any owner or mortgagee, who has the right to vote at such a meeting, may call that meeting - 43(2). What happens at that meeting? The declarant is required to turnover to the corporation certain documents and information at that meeting - 43(4). Within 30 days of the turnover meeting, the declarant is required to turnover further documents - 43(5). Within 60 days of the meeting, the declarant is required to deliver to the board, the audited financial statements of the corporation as of the last day of the month in which the turnover meeting was held - 43(7). When must the first annual general meeting be held? The board of directors must hold a general meeting of owners not more than three months after the registration of the declaration and description - 45(2). When must subsequent annual general meetings be held? Subsequent annual general meetings must be held within six months of the end of each fiscal year of the corporation - 45(2).

12 Fine & Deo s Condominium Meeting FAQs Page 3 What may be discussed at an annual general meeting? At an annual general meeting, an owner may raise for discussion any matter relevant to the affairs and business of the corporation, but, no vote may be taken at a meeting of owners on any matter other than routine procedure unless that matter was clearly disclosed in the notice of the meeting - 45(3), 47(10). PREPARATION What should the Chairperson review or prepare prior to the meeting in order to prepare? All files - or a summary thereof - pertaining to legal matters that the corporation/board has been required to address since the last annual general meeting. The minutes from the previous annual general meeting. The declaration, bylaws and rules: most importantly will be the corporation s operating bylaw, where the procedures for conducting such a meeting will likely be found, and any bylaw purporting to revise the operating bylaw in order to bring it into compliance with the new Act. Provisions of the new Act regarding, among other things, the election of directors, voting, notice, proxies and quorum - see sections of the Act. Prepare a pre-scripted agenda if you feel this is necessary. Review parliamentary procedure. NOTICE OF MEETING AND RELATED DOCUMENTS What records should be reviewed in order to prepare the meeting notices? The rental record to determine which units are owner occupied and, therefore, which unit owners are entitled to vote for that position - 83(3), 51(5). What other important dates should I be aware of before sending out the notice of meeting? 90 days prior to the AGM Send a notice to owners which is referred to here as a Directors Call Notice. This is not an AGM notice. This notice is not required by the New Act so it is not mandatory. The Directors Call Notice could advise owners of the following matters: The date of the AGM. If the actual date is not known, give an approximate date; Advise owners that the Condominium Act requires the formal AGM notice to contain a statement indicating the name and address of each person who has

13 Fine & Deo s Condominium Meeting FAQs Page 4 notified the board, in writing, of his or her intention to be a candidate for the board. 28(2); Explain section 51(6) which reserves one position on the board where at least 15 percent of the units of the corporation are owner-occupied units. Explain that only the owners of owner-occupied units may elect a director to this reserved position on the board. State the number of owner occupied units at the time of the Directors Call Notice; State the date by which each candidate must advise the corporation of his or her intention to run for the board. The New Act 28(2) states that the candidates included on the AGM notice will be those who have notified the corporation of their intention to be a candidate, as of the fourth day before the AGM notice is sent to owners, and owneroccupied candidates, as of the day before the AGM, notice is sent to the owners - 28(3)(6); Explain that proxies under the new Condominium Act must specify who the proxy may vote for. Accordingly, all directors who inform the corporation in advance of their intention to be a candidate will have the advantage of being eligible to be listed on a proxy. Candidates who are nominated at the meeting obviously will not be listed on the proxy and therefore may not be able to obtain votes from any proxy holders. In the Directors Call Notice, you may wish to include a form which each candidate may sign and forward to the condominium corporation. This form may also serve as a nomination form if you wish. The Directors Call Notice is not required to be in any specific form and it is not required to be delivered in any specific way. Delivery by ordinary mail is recommended. 21 days prior to the AGM Since the notice of the meeting must be forwarded on day 17, this is the last day for candidates for the board to advise of their intention to run for the board, if they wish their names to be included in the notice of meeting. See section 28(2). 20 days prior to the AGM The notice of the meeting is forwarded to all persons in the corporation's records as at this day. See section 47(5). 18 days prior to the AGM This is the last day for any "owner-occupied candidates" to notify the corporation of their intention to be candidates for the board. Remember that this position is only available where at least 15 percent of the units of the corporation are owner occupied units. If this is the case, one position on the board is reserved for such a candidate. See section 28(3). 17 days prior to the AGM The notice of meeting must be given no later than this day. See section 47(1)(b).

14 Fine & Deo s Condominium Meeting FAQs Page 5 AFTER THE MEETING Day 10 after the AGM Anyone who was elected or appointed to the board and was not present at the meeting, must consent in writing to act as director by this date. If he or she fails to do so, he or she may not be a director. See section 30(3). Day 91 after the AGM Proxies of the meeting may be destroyed, unless there is an ongoing dispute about the meeting. See section 52(7). What information should be included in or with the notice of meeting? particulars regarding the place, the date and the hour of the meeting, as well as the nature of the business to be presented at the meeting - 47(9)(a); a copy of all proposed changes to the declaration, by-laws, rules or agreements that are to be discussed at the meeting - 47(9)(b)(i); a copy of the requisition, if applicable - 47(9)(b)(ii); a list of all candidates, along with their names and addresses, who have notified the board in writing of their intention to be a candidate at least four days before the notice of meeting is sent - 28(2); If one position on the board is reserved for voting by owners of owner-occupied units, the notice of meeting must include: a statement that one position on the board is reserved for voting by owners of owner-occupied units; and - 28(3)(a) a statement indicating which persons have notified the board in writing as of the day before the notice is sent that they intend to be candidates for the position on the board reserved for voting by owners of owner-occupied units - 28(3)(b); the agenda for the meeting; particulars regarding the specific business to be dealt with at the meeting - s. 47(9)(a); a instrument appointing a proxy; the financial statements as approved by the board - 69(1); the auditor's report - 69(1); all further information respecting the financial position of the corporation that the by-laws of the corporation require - 69(1).

15 Fine & Deo s Condominium Meeting FAQs Page 6 Is it possible to raise a matter at a meeting if it is not on the agenda? Yes. At an annual general meeting, an owner may raise for discussion any matter to the affairs and business of the condominium corporation, but, no vote may be taken at a meeting of owners on any matter other than routine procedure unless that matter was clearly disclosed in the notice of the meeting - 45(3), 47(10). How are required notices given? Any notice that is required to be given to owners must be, in writing - 47(1)(a); given at least 15 days before the day of the meeting if the notice is a notice of meeting of owners - 47(1)(b); given to: each owner who has notified the corporation in writing of the owner's name and address for service, and - 47(1)(c)(i); each mortgagee of a unit who, under the terms of the mortgage, has the right to vote at a meeting of owners or to consent in writing in the place of the unit owner, and who has notified the corporation in writing of the right and the mortgagee's name and address for service - 47(1)(c)(ii); Unless the Act indicates otherwise, anything required to be given to an owner is sufficiently served if it is served on an owner by : delivering to the owner personally - 47(7)(a); sending it by prepaid mail addressed to the owner at the address for service that appears in the owners record - 47(7)(b); sending it by facsimile transmission, electronic mail or any other method of electronic communication if the owner agrees in writing that the party giving the notice may give the notice in this manner - 47(7)(c) or delivering it at the owner's unit or at the mail box for the unit unless: the party giving the notice has received a written request from the owner that the notice not be given in this manner - 47(7)(d)(i) or the address for service that appears in the owners record is not the address of the unit of the owner - 47(7)(d)(ii); Unless the Act indicates otherwise, anything required to be given to a mortgagee is sufficiently served if it is served on a mortgagee by: delivering it to the mortgagee personally - 47(8)(a);

16 Fine & Deo s Condominium Meeting FAQs Page 7 sending by prepaid mail addressed to the mortgagee at the address for service that appears in the owners record - 47(8)(b) or; sending by facsimile transmission, electronic mail or any other method of electronic communication if the mortgagee agrees in writing that the party giving the notice may give the notice in this manner - 47(8)(c). What is proper service if there are more than one unit owner? Each owner must be served separately. Other than to unit owners and to mortgagees, to whom must a notice of meeting be given? The corporation must give the auditor notice of all meetings of owners and all other communications relating to the meetings that the owners are entitled to receive - 70(2). How does a condominium corporation know who to send notices to? A condominium corporation must maintain the owners record of the names and addresses for service of unit owners and voting mortgagees - 47(2). What happens if, for example, a non-resident owner or a mortgagee changes his or her address for service? A person whose name is in the owners record has the obligation to notify the condominium corporation in writing of all changes in the address for service - 47(4). What happens if a unit is sold or remortgaged shortly before a notice of meeting of owners is to be sent? Who should the condominium corporation send the notice of meeting of owners to? The condominium corporation only need serve the notice of meeting on the persons whose names appear in the owners record 20 days before the day of the meeting - 47(5). What about other notices i.e. a notice to owners that is not a notice of meeting of owners? Does the same rule apply? The condominium corporation only need serve the notice of meeting on the persons whose names appear in the owners record 5 days before the day the notice is given - 47(6). What happens if the required notice is not given? An owner or mortgagee who attends a meeting or who is represented by proxy at a meeting is deemed to have waived the right to object to a failure to give the required notice, unless the person expressly objects to the failure at the meeting - 47(11).

17 Fine & Deo s Condominium Meeting FAQs Page 8 How does the condominium corporation prove that notices were properly served? By a statutory declaration of service whereby the person serving the notices swears under oath that the notices were properly served. Who can attend a meeting? Any person entitled to vote; The condominium corporation s auditor is entitled to attend a meeting of owners and to be heard on any part of the business of the meeting that concerns the office of the auditor - 70(1); Strangers may be admitted only with the consent of the meeting. What documents should be prepared for use at an owners meeting? Ballots - are special ballots need? Different coloured ballots? Agenda; Sign-In sheet; Financial statement, auditor s report, other information re financial position as by-laws require; Have common expense arrears accounts receivable records available to prove arrears of common expenses for voting purpose. QUORUM What does quorum mean? A quorum is the minimum number of voters (unit owners, their proxies or mortgagees) required to permit the condominium corporation to transact business - i.e. the minimum number of persons qualified to vote. What happens if the meeting proceeds without a quorum? Business transacted at a meeting lacking a quorum is invalid. What is the quorum for a condominium corporation s meeting? A quorum for the transaction of business at a meeting of owners is those owners who own 25 per cent of the units of the corporation - 50(1); To count towards the quorum, an owner: must have been entitled to receive notice of the meeting;

18 Fine & Deo s Condominium Meeting FAQs Page 9 must be entitled to vote at a meeting, and must be present at the meeting or represented by proxy - 50(2). Is it possible to change the quorum? Yes. The condominium corporation may pass a by-law to increase the quorum to those owners who own 33 1/3 per cent of the units of the corporation - 50(1). What if such a bylaw already exists? It depends when it was passed; The by-law is effective for this purpose only if it was passed after May 5, 2001 which was the date that the Condominium Act,1998 came into effect - 50(1). What are some ideas to ensure a quorum? make sure there is a controversial topic on the agenda and request unit owner input; have a draw, a door prize or give a common expense credit; collect proxies; promote attendance prior to the meeting via notices, flyers, bulletins board postings, elevator conversations. What happens if a quorum disappears? A meeting cannot continue once a quorum disappears and must be adjourned or it automatically lapses. PROXIES Who decides if an instrument appointing a proxy is valid? The chairperson decides on the validity of all proxies, but may delegate to scrutineers. What are matters that the Chairperson must consider? The Chairperson must satisfy himself that: The document appointing a proxy is in proper form and properly signed; The person giving the proxy has the right to vote; The proxy is present and qualified to act; The instrument appointing a proxy has been deposited in a timely manner;

19 Fine & Deo s Condominium Meeting FAQs Page 10 There are no conflicting instruments appointing another proxy and that there has been no revocation otherwise. General Rules Regarding Proxies Any objections to the acceptance or rejection of instruments appointing proxies must be made at the meeting; Each instrument appointing a proxy is presumed valid if on its face, the form is proper and appears to have been signed by the person entitled to vote; Instruments appointing proxies improperly obtained are invalid and votes based upon them are null and void; An instrument appointing a proxy must contain the date, appointment of a named proxy, signature of the voter and may contain revocation of previous appointment, voting instructions, expiry date, authority to act at meeting; A vote by any one of joint owners in person or by proxy in the absence of a contrary vote by any of the other joint owners in person or by proxy is acceptable; The proxy may fill in certain information, including date, name of proxy, date of meeting; Instruments appointing proxies may be filed with the condominium corporation up to the time of voting; Instruments appointing proxies may be revoked at any time before exercised even if the instrument provides that it is irrevocable, or by subsequent execution of another proxy containing a revocation or by death of appointer; Where there are two or more proxies from the same voter, the last proxy takes precedence; Where there is different handwriting on duplicate documents or revocations, the handwriting should be ignored, whether similar or different because there is a presumption that all signatures are valid. What is a recorded vote? A recorded vote is a vote that is done in writing by ballot (including the new form of instrument appointing proxy which is in effect a ballot for certain purposes). Can proxies vote where the vote is taken by a show of hands? Yes. On a show of hands or on a recorded vote, votes may be cast either personally or by proxy - 52(1).

20 Fine & Deo s Condominium Meeting FAQs Page 11 Is a person who is entitled to vote able to demand a recorded vote? Yes. At a meeting of owners, a person entitled to vote at the meeting may request that a recorded vote be held on any item scheduled for a vote either before or promptly after the vote - 52(2). Can a unit owner appoint as his proxy, someone who is not a unit owner? Yes. A proxy need not be an owner - 52(3). Can a unit owner give a general instrument appointing a proxy applicable to all meetings, for example, to be held within a particular calendar year? No. An instrument appointing a proxy must be for a particular meeting of owners - 52(4). How does a corporate unit owner or mortgagee attend a meeting and vote? An instrument appointing a proxy must be duly executed by such corporate unit owner or mortgagee. Must an instrument appointing a proxy be in writing? Yes. An instrument appointing a proxy must be in writing under the hand of the appointer or the appointer's attorney - 52(4). Is it possible to give instructions to a proxy to vote in a particular way? Yes. Is it possible to vote for the election or removal of directors by proxy? Yes, but an instrument appointing a proxy for the election or removal of a director at a meeting of owners must state the name of the directors for and against whom the proxy is to vote - 52(5). Are the forms of instruments appointing proxies in the regulations mandatory? No. The Act provides that an instrument appointing a proxy may be in the prescribed form- 52(6). Should instruments appointing proxies be destroyed at the end of a meeting? No. The Act requires that the condominium corporation retain all instruments appointing proxies as a record of the corporation for 90 days following the date of the meeting - 52(7). Are unit owners entitled to inspect the instruments appointing proxies after the meeting? Yes. Because the instruments appointing proxies become a record, upon receiving a written request and reasonable notice, the corporation must permit an owner to examine

21 Fine & Deo s Condominium Meeting FAQs Page 12 the proxies, at a reasonable time for all purposes reasonably related to the purposes of the Act - 55(3). Can a unit owner demand copies of the instruments appointing proxies? Yes. Again, because such instruments appointing proxies are records, within a reasonable time after a request is made, the corporation is required to provide copies of the proxies to a person examining them, if the person so requests and pays a reasonable fee to compensate the corporation for the labour and copying charges - 55(3),(6). What happens if a condominium corporation does not permit a unit owner to inspect or copy the instruments appointing proxies? If without reasonable excuse, the condominium corporation must pay $500 to the owner on receiving a written request for payment from the owner and may be sued for this amount in Small Claims Court - 55(8),(9); The Small Claims Court may order the corporation to produce the records for examination - 55(10). CHAIRPERSON Usually the President presides as Chairperson unless there are specific provisions for another Chairperson; Failing the President, the Vice President presides; If no one having the right to act as Chairperson is willing to act, a Chairperson is elected or appointed; If elected, a temporary Chairperson asks for nominations and takes a vote; Chairperson can be disqualified, e.g. for preventing business from being considered, for acting in a biased way. What are some of the duties of the Chairperson call the meeting to order in a timely manner; ensure that the meeting is constituted and conducted properly; declare the meeting duly constituted; proceed with the business according to the agenda; determine the consensus of voters; ensure that attendees are reasonably comfortable;

22 Fine & Deo s Condominium Meeting FAQs Page 13 all proper persons to attend; preserve order in the meeting; rule on procedural matters; eject unruly attendees; vote, but has no casting vote unless one specifically given; act fairly; duly recognize members who are entitled to speak; fairly state and put all proper questions before the meeting for a vote, conduct the proper discussion in the vote and announce the result of the vote; rule on points of order; maintain order; promote proper debate and decorum; keep the meeting moving; answer parliamentary inquiries; provide information, but not opinions; terminate the meeting at the proper time. What are some practical tips for a Chairperson? anticipate problems that may arise and have the answer ready; take control of the meeting and keep it; keep control of yourself; don t let strong or obnoxious personalities take control of the meeting; be firm but fair; all discussions must be relevant to the pending question; don t partake in debate; keep the pace of the meeting lively - don t let it drag; if you make a mistake, correct it;

23 Fine & Deo s Condominium Meeting FAQs Page 14 give people a chance to let off steam but avoid repetition, personal attacks and antagonistic comments; allow pros and cons to be heard; don t take sides - be completely impartial; be polite; dress the part; use and insist upon appropriate language - e.g. the person presiding over the meeting is addressed as Mr. or Madam Chairman and not by the persons name; voters make their comments through the Chair, and not directly to each other. PROPER MEETING PHRASEOLOGY FOR THE CHAIRPERSON Stating The Question It is moved and seconded that... ; Putting The Question Are you ready for the question? ; As many as are in favour, say aye. Those opposed say no ; Those in favour, say aye. Those opposed, say no ; Those in favour of the motion will rise. Be seated. Those opposed will rise. Be seated ; Those voting in the affirmative will rise. Be seated. Those voting in the negative will rise. Be seated. Stating The Result Of A Vote The ayes have it and the motion is adopted. or carried; The noes have it and the motion is defeated. or lost; There are two-thirds in the affirmative and the motion is adopted ; There are less than two-thirds in the affirmative and the motion is lost. (or defeated); The affirmative has it and the motion is adopted.

24 Fine & Deo s Condominium Meeting FAQs Page 15 Moving On The next business in order is... ; The question is on the motion that... ; The question is on the adoption of the recommendation of the committee that... ; The next business in order is unfinished business. At the August meeting, the motion... was pending at adjournment. The question is on the motion that... Are you ready for the question?. Taking Steps At The Meeting Without A Vote If there is no objection... ; Without objection, the Chair appoints.... Or If There Is Objection There is an objection. Those in favour of... say aye. Those opposed, say no. Responding To The Floor State your point (of order) ; State your question ; the motion is not in order, as it is not germane to the pending question. The motion will be in order under new business ; Dealing With The Unruly Member First offence: The member s remarks are out of order ; Second offence: The member will refrain from personal remarks. Personal remarks are out of order ; Third offence: The member will be seated! ; Afterwards if offence continues: The Chair has warned the member three times that his remarks are out of order, and he has persisted. The member will be seated or the assembly shall vote on the discipline to be rendered for the disruption of this meeting ;

25 Fine & Deo s Condominium Meeting FAQs Page 16 SPECIAL TYPES OF MEETINGS How are special meetings called? The board may at any time call a meeting of owners for the transaction of any business, and the notice of the meeting shall specify the nature of the business - 45(4). VOTING On a show of hands or on a recorded vote, votes may be cast either personally or by proxy - 52(1); At a meeting of owners, a person entitled to vote at the meeting may request that a recorded vote be held on any item scheduled for a vote either before or promptly after the vote - 52(2). Are mortgagees entitled to vote at a condominium corporation s meeting? Yes, but the mortgagee must notify both the condominium corporation and the owner at least four days in advance; If the mortgagee of a unit is entitled to receive notice of a meeting of owners, such mortgagee has the right to vote at the meeting in the place of the unit owner or to exercise the right, if any, of the unit owner to consent in writing if the mortgagee gives notice to the corporation and to the owner at least four days before the date of the meeting of the mortgagee's intention to exercise the right - 48(1). What about if the mortgagee intends to exercise the unit owner s right to consent in writing? The same. The mortgagee must notify both the condominium corporation and the owner at least four days in advance - 48(1). What happens if there are more than one mortgagee with respect to a particular unit and both notify the condominium corporation that they intend to vote or to consent? The mortgagee who has priority may exercise the right, however, if such mortgagee fails to exercise the right, the mortgagee who is next in priority may exercise the right - 48(2),(3). Can the unit owner vote or consent in writing if the mortgagees elect not to? Assuming a unit owner is otherwise entitled to vote or to consent, then if none of the mortgagees who have the right exercises the right, the owner has the right to vote at a meeting of owners - 48(4).

26 Fine & Deo s Condominium Meeting FAQs Page 17 Can a unit owner lose the right to vote? Yes. An owner is not entitled to vote at a meeting if any contributions payable in respect of the owner's unit have been in arrears for 30 days or more at the time of the meeting, however, if the corporation receives payment of the arrears with respect to the owner's unit before the meeting is held, then the owner may vote - 49(1),(2). If I own a dwelling unit, a parking unit and a locker unit, do I get three votes? Generally speaking no, but there is an exception; The general rule is that there is no vote in respect of a unit that is intended for parking or storage purposes or for the purpose of housing services or facilities or mechanical installations but the exception is where all the units in the corporation are used for one or more of those purposes - 49(3). Are there any qualifications on a unit owner s right to vote at a meeting? To vote at a meeting of owners, an owner must: have been entitled to receive notice of the meeting; be entitled to vote at the meeting, and; not have been in arrears of common expenses for the unit for 30 days or more - 49(1),(2), 51(1). My unit has a greater percentage interest. Do I get more votes than my neighbour whose unit has a lower percentage interest? No. The rule is that all voting by owners shall be on the basis of one vote per unit - 51(2). I own a unit with my two sons. They want to vote for the removal of the board of directors and I do not. If voting is on the basis of one vote per unit, what happens to our vote? The majority of the owners of a unit may exercise the right to vote in respect of the unit but the vote shall not be counted if there are two or more owners of the unit and they are evenly divided on how to exercise the vote. In your case, the vote would be 2 to 1 and therefore, your sons can exercise the right to vote - 51(3). Why is it important to keep a record of owner-occupied units? If at least 15 per cent of the units of the corporation are owner-occupied units on or after the time at which the board is required to call a turn-over meeting, no persons other than the owners of owner-occupied units may elect a person to or remove a person from one of the positions on the board - 51(6).

27 Fine & Deo s Condominium Meeting FAQs Page 18 Can an owner of an owner-occupied unit vote to elect or to remove members of the board of directors other than the owner-occupied director? Yes - 51(7). Are all unit owners entitled to vote for the removal of an owner occupied director? No. An owner-occupied director may only be removed before the expiration of the director's term of office: by a vote of the owners at a meeting duly called for the purpose; where the owners of more than 50 per cent of all of the owner-occupied units in the corporation vote in favour of removal - 51(8). Is voting on the basis of the majority of all of the units, or the majority of the units represented at a meeting? Unless otherwise provided in the Act, all questions proposed for the consideration of the owners at a meeting of owners shall be determined by a majority of the votes cast by owners present at the meeting in person or by proxy if there is a quorum at the meeting What are examples of votes that are required to be of a certain percentage of all of the units? SUBJECT: VOTING MAJORITY: Termination of a tele- communications agreement by a corporation that includes one or more units for residential purposes. The owners of more than 50 per cent of the units at the time the board passes the resolution consenting in writing to the termination of the agreement - 22(9). SUBJECT: VOTING MAJORITY: Removal of a director, other than a director on the first board. The owners of more than 50 per cent of all of the units in the corporation voting in favour of removal - 33(1). SUBJECT: VOTING MAJORITY: Making a substantial addition, alteration, improvement to the common elements, a substantial change in the assets of the corporation or a substantial change in a service that the corporation provides. Owners who own at least 66 2/3 per cent of the units of the corporation voting in favour of approving it - 97(4).

28 Fine & Deo s Condominium Meeting FAQs Page 19 SUBJECT: Amendment to declaration re: the proportions of the common interests appurtenant to the units; the proportions allocated to the units, in which the owners are to contribute to the common expenses; the parts of the common elements that are to be used by the owners of one or more designated units and not by all the owners; the allocation of obligations to maintain the units and common elements and to repair them after damage. VOTING MAJORITY: The owners of at least 90 per cent of the units at the time the board approved the proposed amendment have consented to it in writing. SUBJECT: Amendment to declaration re everything EXCEPT: the proportions of the common interests appurtenant to the units; the proportions allocated to the units, in which the owners are to contribute to the common expenses; the parts of the common elements that are to be used by the owners of one or more designated units and not by all the owners; the allocation of obligations to maintain the units and common elements and to repair them after damage. VOTING MAJORITY: The owners of at least 80 per cent of the units at the time the board approved the proposed amendment have consented to it in writing. SUBJECT: The amalgamation of two or more leasehold condominium corporations or two or more freehold condominium corporations of the same type. VOTING MAJORITY: The owners of at least 90 per cent of the units of each corporation as of the date of that corporation's meeting consenting in writing to the registration of the declaration and description within 90 days of the meeting - 120(1)(b).

29 Fine & Deo s Condominium Meeting FAQs Page 20 SUBJECT: Registration of a notice terminating the government of the property by the Act. VOTING MAJORITY: The owners of at least 80 per cent of the units, at the date of the vote, voting in favour of termination - 122(1)(b). SUBJECT: Termination where substantial damage. VOTING MAJORITY: The owners of at least 80 per cent of the units, at the date of the vote, voting in favour of termination - 123(7). SUBJECT: Sale of the property or a part of the common elements. VOTING MAJORITY: The owners of at least 80 per cent of the units, at the date of the vote, voting in favour of the sale - 124(2)(a). SUBJECT: Automatic renewal of leasehold interests. VOTING MAJORITY: The owners who own at least 80 per cent of the units cast a vote against the renewal no later than one year after the notice or the deemed notice, as the case may be, was given to the corporation. SUBJECT: Approval of a by-law. VOTING MAJORITY: The owners of a majority of the units of the corporation voting in favour of confirming it, with or without amendment - 56(10)(a). SUBJECT: Approval of joint by-law. VOTING MAJORITY: The majority of the owners of the units of each corporation voting in favour of confirming it, with or without amendment - 59(3)(a).

30 Fine & Deo s Condominium Meeting FAQs Page 21 SUBJECT: The removal of an owner-occupied director. VOTING MAJORITY: The owners of more than 50 per cent of all of the owner-occupied units in the corporation voting in favour of removal - 51(8). MOTIONS A motion to do something becomes a resolution when the voters vote in favour of the motion (also the question) by the required plurality; There are four kinds of motions: Main motions, which put the question on the floor and usually involve some form of corporate action e.g. taking certain steps, confirm certain actions etc.; Subsidiary motions, which amend or dispose of main motions; Incidental motions, which arise out of the consideration of the main motion; Closing motions, which close meetings. Subsidiary Motions Discussions may be interrupted for subsidiary motions, but not while a speaker has the floor; Subsidiary motions take precedence over main motions, but not over incidental or closing motions; examples of subsidiary motions are to amend a motion, to postpone discussion, to vote on a motion. Incidental Motions Incidental motions are procedural type motions and concern the rights and privileges of the shareholder; Incidental motions take precedence over main and subsidiary motions, but not closing motions; Examples of incidental motions are point of order, point of information, question of privilege, object to consideration, withdraw motion, count quorum.

31 Fine & Deo s Condominium Meeting FAQs Page 22 Closing Motions Closing motions have the highest priority. What is the proper procedure for proposing a motion? Voter addresses the Chair and when recognized, proposes the motion by stating I m move that... ; If seconding is required, the Chair requests a seconder. If there is no seconder, the motion is rejected; The Chair considers the relevancy and form of the motion and if satisfied, estates the motion and discussion follows; If necessary, the Chair may ask the mover of the motion to clarify; After all discussions, the Chairperson repeats the motion and calls for a vote in manner acceptable to the Chairperson; The vote is conducted; The Chair announces the result of the vote. Seconding Not all motions require seconding; Seconding a motion does not mean that the seconder agrees with motion, but merely that the matter should be discussed. Amendments The mover of a motion or an amendment may withdraw or modify it before it has been stated by the Chair or seconded. After it has been stated by the Chair or seconded, it can be withdrawn only with the consent of the meeting; Amendments are voted on before the motion and if the amendment is carried, the original motion is reworded to incorporate the amendment; Unless another amendment is moved, the original motion. is then proceeded with; If there is a sub-amendment, it is voted on before the amendment is voted on. If the subamendment is carried, the amendment is reworded to incorporate the sub-amendment; Unless another sub-amendment is voted, the amendment is then proceeded with in the normal fashion. Point of Order A point of order involves compliance with the rules of order;